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OSS3E13 The Visitor
Plot Two men riding snowmobiles come across a pod in a snowbank. They accidentally open it, but when an alien comes out, they drive away. The alien wants the Omnitrix. In a park, Gwen is flying a kite when Wildmutt steals it. She casts a spell on him that causes dogs in the area to be attracted to him. They swarm over him. Wildmutt runs and they chase him. He climbs a tree, but the branch breaks and he turns back into Ben. Ben and Gwen notice that Max looks sad. He denies it, and says that he needs some time alone. Gwen drags Ben away. She tells Ben that Max and their grandmother met in St. Louis, so Max is sad because he misses her. Suddenly, the kids at the playground panic as an alien, Xylene, grabs Ben telepathically and demands the Omnitrix. He turns into Heatblast and attacks her. She fights him with telepathy. Max arrives, and Xylene recognizes him. The snowmobilers, along with others, go to the site of the pod, and a Vilgax robot emerges and attacks them. It start to dismantle the snowmobile. Ben feels rejected because Xylene hasn't spoken to him yet. Max explains that they worked together a lot during Max's early Plumber years. Xylene reveals that she sent the Omnitrix to Earth after being attacked by Vilgax. Max tells Xylene about how Ben defeated Max. Xylene calls her ship. Ben doesn't trust Xylene and follows her and Max as Wildvine. Xylene asks Max to accompany her and help her out in the galaxy. A giant Vilgax drone arrives and attacks Ben and Gwen. Ben turns into Four Arms as Max and Xylene rush to the Rustbucket. Four Arms attacks the robot as Xylene telepathically trips it, Max shoots it, and Gwen casts a spell on it. Xylene tosses it into the Rustbucket and it grabs parts from the Rustbucket and adds them to itself. The Rustbucket explodes. Xylene and Max blow up the robot and Four Arms tears it apart. The drone flees into the woods. Diamondhead, Gwen, Max, and Xylene put the Rustbucket back together. At a ranger station, the drone steals parts from a car. Xylene reveals that the Omnitrix was supposed to go to Max and Diamondhead turns into Ben. Ben is angry and disappointed, and runs off. Gwen goes after him. Ben tells Gwen that he thinks that Max will go with Xylene. Xylene and Max continue to fix the Rustbucket when the drone arrives. It knocks Xylene away. Ben and Gwen hear it and rush to the Rustbucket. It grabs Max and flies off as Ben and Gwen arrive. Ben realizes that the drone kidnapped Max to lure Ben. Xylene says that they can save Max if they work together, and the three declare a truce. Gwen realizes that the drone probably went to the docks. Ben goes there on his hoverboard. The drone is controlling Max's Plumber suit. Max tells Ben to do whatever he has to to destroy the drone. Ben offers the drone the Omnitrix, and Xylene and Gwen arrive. The drone grabs Ben, but Xylene frees him. Gwen pushes the drone away on a forklift. Xylene frees Max and crushes it with a crate, but it merges with the tank that was in the crate. The drone still controls Max. Xylene tells Ben to destroy the original drone and unlocks a new alien, Upchuck. She tells Upchuck to eat the drone. Upchuck leaps onto the drone and begins to eat parts. He then spits an energy ball. Upchuck continues to eat the drone as Xylene frees Max. Upchuck eats the original drone and the drone deactivates. Upchuck turns back into Ben. At the Rustbucket, Ben apologizes to Xylene for being a jerk. Max says that Ben and Gwen are his whole world and that he will stay for them. Xylene leaves on her ship. Impact *Ben turns into Upchuck for the first time *It is revealed that the Omnitrix is meant for Max Upchuck.PNG|Upchuck|link=Upchuck Characters Characters *Snowmobilers *Xylene *Gwen Tennyson *Ben Tennyson *Max Tennyson Villains *Vilgax's Drone Aliens *Wildmutt *Heatblast *Wildvine *Four Arms *Diamondhead *Upchuck Category:Episodes Category:Ben 10 Episodes Category:Alien Debuts